NOTE: Certain portions of this document have been omitted based on a request
for confidential treatment. The non-public information has been filed
with the Securities and Exchange Commission. Omitted portions are
designated with asterisks ("*").
SPONSORED RESEARCH AGREEMENT
THIS AGREEMENT is made this _____ day of _______________, 1996 ("Effective
Date") between Genetics Institute, Inc., a Delaware Corporation having its
principal place of business at 00 XxxxxxxxxXxxx Xxxxx, Xxxxxxxxx,
Xxxxxxxxxxxxx 00000 XXX ("GI"), and Ixion Biotechnology, Inc., a Delaware
corporation, having its principal place of business at 00000 Xxxxxxxx Xxxxx,
Xxxxxxx, XX 00000 ("Ixion").
The parties agree as follows:
1. Definitions. The terms are defined as follows:
1.1 "Affiliate" means any person, corporation or other entity which,
directly or indirectly, controls, is controlled by, or is under
common control with a party and "control" shall mean the direct or
indirect ownership of fifty percent (50%) or more of the
outstanding equity of an entity or the right to receive fifty
percent (50%) or more of the profits of an entity or the right to
control an entity. Notwithstanding the foregoing, American Home
Products Corporation, which holds approximately 63% of the
outstanding equity of GI, shall only become an Affiliate of GI
upon the giving of written notice by GI to Ixion.
1.2 "Improvements" shall have the meaning assigned to it in Section
5.1.
1.3 "Invention" means any invention, improvement, discovery, patent
application, patent, trade secret, know-how, biological material,
data, reagent, or other intellectual property, patentable or
unpatentable, first conceived or reduced to practice in the course
of the Project Work. "Ixion Invention" means any Invention made
solely by employees or consultants of Ixion. "GI Invention" means
any Invention made solely by employees or consultants of GI and
"Joint Invention" means any Invention made jointly by both
parties.
1.4 "IPSC Technology" shall have the meaning assigned to it in
Section 2.
1.5 "Know-How" means all technical and other information relating
to, used in, or arising from the Project Work such as (but without
limitation) data, formulae, specifications, procedures, tests,
genes, plasmids, DNA sequences, vectors, clones, cell lines,
cultures, constructions, assay systems, materials and techniques.
1.6 "Patent Rights" means any patents and patent applications owned
or controlled by a party in connection with an Invention or
relating to any Know-How used in the Project Work.
1.7 "Patent License Agreement" means the Patent License Agreement
between Ixion and the University of Florida Research Foundation
attached hereto as Exhibit A, and any amendments thereto.
1.8 "Project Committee" means a joint committee composed of two
members from each party, including Xx. Xxxx acting as a consultant
or employee on behalf of Ixion and Xx. Xxxx as an employee of GI.
1.9 "Program Technology" means that portion of the Know-How
generated by a party or by the parties under the Project Work.
1.10 "Project Work" means the research activities to be conducted by
Ixion as described in Schedule A, as amended by written agreement
of the parties from time to time.
1.11 "Research Support Agreement" means the Research Support
Agreement between Ixion and the University of Florida Research
Foundation attached hereto as Exhibit B.
1.12 "ROFR Rights" shall have the meaning assigned to it in Section
5.2.
1.13 "UF Patent Rights" means all of the patent rights licensed to
Ixion from the University of Florida Research Foundation, Inc.
pursuant to the Patent License Agreement and/or the Research
Support Agreement.
2. Background. Xx. Xxxxx X. Xxxx has identified a method for growing in
vitro Islet Progenitor/Stem Cells (also known as "Islet Producing Stem
Cells" in the Research Support Agreement) and related technology (the
"IPSC Technology") which are claimed in the UF Patent Rights. GI is
experienced in cloning and expressing novel proteins, and has the
research and technical capabilities to develop, manufacture and market
recombinant proteins for therapeutic use. Ixion has entered into the
Sponsored Research Agreement and the Patent License Agreement with the
University of Florida and the University of Florida Research Foundation
to fund certain further research of the IPSC Technology by Xx. Xxxx. GI
wishes to sponsor the Project Work at Ixion directed to: (A) validation
of the IPSC Technology and (B) understanding differentiation of
pancreatic stem cells and/or progenitor cells, as further described in
Schedule A. This may result in Inventions by Ixion employees or
consultants, GI employees or consultants, or inventors representing both
parties in which patent applications may be filed under this Agreement.
3. The Sponsored Research.
3.1 The Project Work. Ixion agrees to conduct the Project Work
described in Schedule A. Xx. Xxxx shall act as an employee or
consultant to Ixion in Ixion's performance of the Project Work
hereunder. The term for performance of the Project Work shall be
twelve (12) months, unless extended pursuant to Section 3.2.
3.2 Extensions. In order to complete the Project Work, GI may, at
its option, extend the term for performance of the Project Work
for up to two (2) additional six month periods by giving notice of
extension no later than ninety (90) days prior to the expiration
of the then-current term of the Project Work. Separate extensions
may be made for cell transplantation work or work relating to the
understanding of differentiation or extensions for both areas may
be made.
3.3 Records, Communication, Access to Facilities. Ixion shall keep
written records and provide written progress reports (as provided
for below in Section 3.4) and communicate regularly to discuss the
progress of the Project Work. Ixion shall keep separate lab
notebooks dedicated solely to the work being performed in the
course of the Project Work. The Project Committee, which shall be
responsible for overseeing the Project Work, shall meet at least
four times annually and ad hoc as necessary. The Project
Committee will approve the plan for Project Work and any revisions
thereto. Each party will allow the other party access to
laboratories and facilities at which the Project Work is being
carried out and to the dedicated lab notebooks and any other
written records relating to the Project Work as may be reasonably
necessary.
3.4 Research Funding. Ixion shall perform the Project Work in
return for the payments set forth below:
(a) ******** upon execution of this Agreement.
(b) ******** upon invoice following receipt of an interim
written progress report at the end of the fourth month of
the Project Work.
(c) ******** upon invoice following receipt of an interim
written progress report at the end of the eighth month of
the Project Work.
(d) ******** upon invoice following receipt of a final (or
interim, in the event of any extension) written progress
report at the end of the twelfth month of the Project Work.
(e) ******** upon invoice at the beginning of each six month
extension of the term of the Project Work relating to
understanding differentiation.
(f) ******** upon invoice following receipt of each final six
month extension report relating to understanding
differentiation.
(g) ******** upon invoice at the beginning of each six month
extension of the term of the Project Work relating to cell
transplantation.
(h) ******** upon invoice following receipt of each final six
month extension report relating to cell transplantation.
4. Intellectual Property.
4.1 Ownership of Intellectual Property. Ixion shall own all Patent
Rights, Program Technology and Inventions developed solely by its
employees or consultants, and/or shall have exclusive license
rights to all Patent Rights, Program Technology and Inventions
developed solely by employees of the University of Florida
conducting sponsored research pursuant to the Research Support
Agreement. GI shall own all Patent Rights, Program Technology and
Inventions developed solely by its employees or consultants.
Ixion and GI shall jointly own all Patent Rights, Program
Technology and Inventions developed jointly by employees or
consultants of Ixion and by employees or consultants of GI.
Promptly after the making of an Invention by any person or persons
engaged in work on the Project Work, each Party shall disclose
full details of such Invention (whether by GI or Ixion), to the
Project Committee and such person shall make available to the
parties to this Agreement all Know-How relating thereto, subject
to the confidentiality and use restrictions contained in this
Agreement. For the purpose of this Section GI employees and
consultants shall be deemed to be "engaged in work on the Project
Work" to the extent such employees or consultants (a) make
scientific contributions to Ixion hereunder, or (b) use Ixion
Confidential Information.
4.2 GI to File Patent Applications. Any patent applications that in
the reasonable business and legal judgment of GI are considered
necessary to protect the proprietary positions of the parties will
be prepared, filed and paid for by GI. Inventorship will be
determined by legal standards and each named inventor will assign
his or her rights to his or her institution or employer. GI will
use all reasonable efforts to provide Ixion copies of relevant
correspondence relating to these applications in sufficient time
for Ixion, at its own expense, to review and comment. Ixion shall
have full rights of consultation with GI's patent counsel with
respect to any patents or patent applications covering Ixion
Inventions or Joint Inventions and GI shall reasonably consider
Ixion's comments and requests made by Ixion with regard to such
patent applications or issued patents. In the event GI does not
exercise its option for an exclusive license pursuant to Section
5.1 regarding Patent Rights in which Ixion has an ownership
interest, Ixion may elect, upon notice to be given to GI within 30
days, to assume responsibility for the prosecution of such Patent
Rights whereupon Ixion shall become obligated to refund to GI the
reasonable costs and expenses GI has incurred in prosecuting,
maintaining or enforcing such Patent Rights. Ixion may reimburse
GI for any of such costs pertaining to Patent Rights owned jointly
by GI and Ixion in cash or stock in Ixion (valued at fair market
value at the time of reimbursement), at Ixion's option.
Reimbursement of GI by Ixion for solely owned Ixion Patent Rights
shall be in cash, on an installment basis over a period not to
exceed thirty-six (36) months. The rate of reimbursement shall
not exceed the costs Ixion would or has generally incurred for
retention of outside patent counsel on similar patent matters. If
Ixion does not elect to assume prosecution of any such Patent
Rights, Ixion shall assign all right, title and interest in such
inventions to GI and GI shall have no further obligations to Ixion
with respect thereto.
4.3 Prosecution of UF Patent Rights. GI will advise and consult
with Ixion regarding the prosecution of the UF Patent Rights and
shall reimburse Ixion for all reasonable expenses incurred by
Ixion after the Effective Date in connection with such prosecution
in the following countries: United States, European Patent
Convention Countries, Japan, Canada, Mexico, Australia, Korea, and
any other country agreed to in writing by GI. In the event that GI
does not exercise its option for an exclusive license pursuant to
Section 5.1, Ixion shall reimburse GI for any such expenses paid
by GI pursuant to this Section 4.3 in cash, on an installment
basis over a period not to exceed thirty-six (36) months.
4.4 Ixion's Right to File Patent Applications. If GI chooses not
to file or maintain in any country an application or patent or
particular claims thereunder on Inventions jointly developed or
solely developed by Ixion, it shall give notice to Ixion and Ixion
will retain the right to file or maintain such application or
patent in that country at Ixion's expense, as long as the parties
have not previously agreed that the absence of a patent in that
country is mutually beneficial. If GI chooses not to file or
maintain any such patent, then the following rules shall apply:
(a) If the Invention is an Ixion Invention, GI shall forfeit
all rights hereunder to such Invention and patent rights in
any country, including without limitation, its rights under
Section 5 hereof, unless GI reimburses Ixion for all of
Ixion's expenses in filing or maintaining such patent rights
in such country.
(b) If the Invention is a Joint Invention, GI shall forfeit
all rights hereunder (and Ixion shall be the sole owner
thereof) to such Invention and patent rights in any country,
including without limitation, its rights under Sections 4.5
and 5 hereof, unless GI reimburses Ixion for one-half (1/2)
of Ixion's expenses in filing or maintaining such patent
rights in such country during the term of this Agreement.
In addition, if GI ceases to pay for one-half of such
expenses after the term of this Agreement, Ixion shall then
become the sole owner of such Invention.
(c) GI shall have the right to decide to reimburse Ixion
pursuant to paragraph (a) or (b) at any time prior to the
expiration of the option period set forth in Section 5.1
(b). In the event GI so reimburses Ixion, then such
Invention and patent rights shall be included in any license
resulting from the procedures set forth in Section 5.
4.5 Joint Invention License. In the event GI fails to exercise its
option for an exclusive license under Section 5.1 and continues to
reimburse Ixion for one-half of the expenses in filing and
maintaining any particular joint patent right, each party hereby
grants to the other party a worldwide, non-exclusive license, with
the right to sublicense, under and to the granting party's
undivided one-half interest in any such Joint Inventions.
5. Option Rights.
5.1 Option and Exercise Fee.
(a) Ixion grants to GI a first option to obtain an exclusive,
worldwide, royalty-bearing license, with the right to
sublicense, to any or all of Ixion's interests (except to
the extent excluded by Section 4.4) in the IPSC Technology,
the UF Patent Rights, Know-How and any improvements made by
Ixion thereto ("Improvements"), including without
limitation, the Program Technology, Patent Rights, Ixion
Inventions, Joint Inventions and other inventions and
developments made by Ixion during the term for performance
of the Project Work (including extensions thereof) and
regardless of whether such improvements are made in the
course of the GI sponsored Project Work; provided, however,
that with respect to Improvements made outside the course of
the Project Work, only Improvements relating to the
treatment of diabetes shall be included. Upon expiration or
termination of the relevant term for performance of the
Project Work or any extension pursuant to Section 3.2, Ixion
shall disclose to GI in reasonable written detail all such
Improvements made outside the course of performing the
Project Work along with delivery of the applicable final
progress report under Section 3.4. Upon request, Ixion
shall also deliver to GI the cell line, or other biological
materials, reasonably necessary, and solely for the purpose
of, evaluating the offer.
(b) GI's option must be exercised by GI by written notice to
Ixion no later than ninety (90) days following receipt by GI
of the applicable final report under Section 3.4, the
supplemental Improvements information under Subsection
5.1(a), and the biological materials requested by GI under
Subsection 5.1(a). GI shall evaluate the offer during such
ninety (90) day period.
(c) No later than ten (10) days following the exercise of the
option by GI, Ixion shall, in good faith, offer commercial
terms to GI for such license. In the event there are
Improvements relating to the treatment of diabetes made by
Ixion other than in performance of the Project Work, such
Improvements shall be offered as a package with the other
rights, and the rights set forth in Section 5.1 (a) without
such Improvements shall also be offered under separately
identifiable terms and conditions. GI and Ixion shall then
diligently negotiate in good faith and with a view to
entering into a definitive license agreement no later than
ninety (90) days following the expiration of the ninety (90)
day evaluation period or receipt of Ixion's offer, whichever
is later.
(d) If Ixion completed the Project Work on or before 12 months
following the Effective Date, GI shall pay Ixion ********
upon exercise of the option.
(e) In addition, in the event Ixion develops any potential use
of the IPSC Technology, the UF Patent Rights, the Know-How,
or the Improvements which is useful in any area other than
the treatment of diabetes ("Non-Diabetes Technology"), then
if Ixion wishes to have such matter separately considered
for licensing hereunder, it may give notice thereof to GI at
any time. If Ixion does not give such notice, the Non-
Diabetes Technology shall be included in the information
disclosed to GI pursuant to paragraph 5.1(a) and will be
subject to paragraphs 5.1(b) and 5.1.(c). If Ixion gives
such separate notice, GI shall have an option to obtain an
exclusive, worldwide, royalty-bearing license, with the
right to sublicense, to any or all of Ixion's interest in
the Non-Diabetes Technology. GI's option under this
Subsection must be exercised by GI by written notice to
Ixion no later than ninety (90) days following receipt by GI
of (a) the applicable notice, and (b) a disclosure in
reasonable detail of such Non-Diabetes Technology
(including, if requested by GI, any cell lines or biological
materials reasonably necessary, and solely for the purpose
of, evaluating the offer), whichever is later. GI shall
evaluate the offer during such ninety-day period. No later
than ten days following the exercise of the option by GI,
Ixion shall offer commercially reasonable terms to GI for a
license to the Non-Diabetes Technology. GI and Ixion shall
then diligently negotiate in good faith with a view to
entering into a definitive license agreement for the Non-
Diabetes Technology no later than ninety (90) days following
the expiration of the ninety (90) day evaluation period or
receipt of Ixion's offer, whichever is later. If the
parties do not enter into an agreement, GI shall have no
further rights with respect to such matter, and Section 5.2
shall not apply thereto.
5.2 Right of First Refusal.
(a) In the event GI and Ixion are unable to reach agreement
and enter into a definitive license agreement within the
ninety (90) day period for negotiation under Section 5.1(c),
then Ixion shall be free to offer such rights to unrelated
third parties subject to the terms of this Section.
Improvements which are made by Ixion other than in
performance of the Project Work are not subject to the
requirements of this Section, and this Section shall only
apply to the other rights required to be offered by Ixion to
GI under Section 5.1 (the "ROFR Rights").
(b) Ixion shall not license a third party to make, have made,
use, sell or distribute, or otherwise commercialize the ROFR
Rights on terms, taken as a whole, which are more favorable
to such third party than the terms last offered to GI. Both
parties recognize that in evaluating the favorability of
licensing terms, numerous factors need to be taken into
account and given appropriate weight, including without
limitation, the amount of upfront payments, the amount and
timing of subsequent payments, the royalty rate(s), the
definition of territory, the purpose and pricing of equity,
the identity, experience and market position of the other
party in the relevant markets, and the contribution of
patent or other intellectual property rights material to the
commercial success of Ixion. Moreover, GI agrees that
patent rights or other consideration that Ixion receives in
return for the rights granted by Ixion should also be
assigned reasonable value. However, if a reasonable person
is unable to compare a proposed offer to a third party to a
prior offer made to GI by Ixion due to differences in the
structure or terms of the offers for the purpose of
determining whether the proposed third party offer is or is
not more favorable to such third party, then Ixion shall
offer GI such new terms to pursuant to Subsection (c),
below.
(c) At any time before signing an agreement with a third party
on terms, taken as a whole, which are (i) more favorable to
such third party than the last offer to GI, or (ii) cannot
be reasonably compared as described in Subsection (b), Ixion
shall offer such terms to GI, and GI shall have thirty (30)
days to accept such terms by written notice to Ixion and the
parties shall upon such acceptance promptly enter into a
definitive agreement containing such terms.
5.4 No Other Rights. Neither party shall have any rights to the
inventions, patent rights, technology or know-how of the other party
except as expressly set forth herein.
6. Warranties and Restrictions.
6.1 Ownership of Intellectual Property, Absence of Restrictions.
Ixion represents and warrants that, to the best of its knowledge,
all right, title and interest in the IPSC Technology and UF Patent
Rights furnished by them are vested in Ixion or the University of
Florida Research Foundation. Ixion represents and warrants that
the Research Support Agreement and the Patent License Agreement
are in full, force and effect, and that it has the requisite
authority to enter into and perform its obligations and the
activities under this Agreement. Ixion represents and warrants
that it has no knowledge of any obligations or duties to any third
party, including without limitation, the University of Florida or
the University of Florida Research Foundation, or other conflicts
of interest which may conflict with its performance of this
Agreement, and the grant of the option rights hereunder. For the
purpose of this Section, knowledge of Xx. Xxxx Xxxx, Xx. Xxxxxx
Xxxxxx, Xx. Xxxxxx Xxxxx or Xx. Xxxxxxx Xxxxxxx shall be imputed
to Ixion.
6.2 Exclusivity. Ixion agrees not to perform discovery research on
the IPSC Technology on behalf of any third party during the term
of performing the Project Work and prior to the expiration or
termination of the option rights under Section 5.1, but is not
restricted from collaboration with academic or non-commercial
investigators or otherwise limited with regard to its discovery
research program. Ixion agrees not to perform discovery research
utilizing any Program Technology or Know-How owned solely by GI
except in the course of performing the Project Work. All IPSC
Technology shall be furnished to such academic or non-commercial
investigators under the terms of an agreement which is not
materially different than a form which has been previously
approved in writing by GI.
6.3 University of Florida Agreements. Ixion agrees to fully comply
with the material terms and conditions of the Patent License
Agreement and the Research Support Agreement, and to indemnify and
defend GI against any expenses, costs, claims or liabilities
incurred by GI in connection with any breach thereof by Ixion.
Ixion agrees to immediately notify GI of receipt of any default
notices under such agreements, to provide GI with the opportunity
to intervene and cure such defaults, in GI's sole discretion, and
shall use all reasonable efforts to obtain the consent of the
University of Florida and the University of Florida Research
Foundation that Ixion shall have the right to grant to GI the
right to cure any such defaults by Ixion prior to any termination
thereof.
7. Confidentiality and Publications.
7.1 Confidentiality. The parties will maintain the confidential
information and materials of the other party in confidence for a
period of five (5) years following termination of the performance
of the Project Work, and will not divulge, use or distribute the
information or materials to others without the written permission
of the other disclosing party, except pursuant to the terms and
objectives of this Agreement. This obligation does not apply to
any information that:
(a) was known or used by the receiving party prior to its date
of disclosure to the receiving party, as evidenced by the
prior written records of the receiving party; or
(b) either before or after the date of disclosure to the
receiving party, is lawfully disclosed to the receiving
party by an independent, unaffiliated third party rightfully
in possession of the information which has the right to make
the disclosure; or
(c) either before or after the date of disclosure to the
receiving party, becomes published or generally known to the
public through no fault or omission of the receiving party;
provided that if any such information is required to be disclosed
by the receiving party to comply with applicable laws, the other
party shall be notified and given the opportunity to intervene and
protect its rights, and such disclosure shall be deemed to be
authorized hereunder.
7.2 Publications. The parties agree that any proposed publications
resulting from the Project Work, including abstracts for public
oral presentations, shall be submitted to the other party prior to
submission to a journal or third party. Any proposed submission
will be delayed no more than sixty (60) days for the purposes of
preparing patent applications on information contained therein, if
in the reasonable judgement of GI or Ixion, such patent
applications are considered necessary. If, in the reasonable
judgment of GI or Ixion, the application cannot be completed
within the sixty (60) day period, then GI or Ixion may request a
thirty (30) day extension, which shall not be unreasonably
withheld by the publishing party.
7.3 Authorship. Any publications based on research performed under
this Agreement will acknowledge authorship according to general
scientific procedures for such publications.
8. Termination.
8.1 Termination for Cause. Either party may terminate this
Agreement for cause at any time upon thirty (30) days prior
written notice to the other party, which notice shall specify the
alleged breach in reasonable detail. "Cause" shall mean material
breach by a party of this Agreement where such breach, if curable,
is not remedied within such thirty (30) day period, and the thirty
(30) day period shall have passed after the receipt of such notice
during which the defaulting party fails to cure such specific
breach.
8.2 Effect of Termination. Upon termination, neither Ixion nor GI
shall have any further obligations under this Agreement, except
for (a) liabilities accrued through the date of termination and
(b) the obligations which by their terms survive termination,
including, without limitation, the applicable confidentiality
provisions, shall survive termination. Upon termination of this
Agreement or, in the event that GI does not exercise its option
for an exclusive license pursuant to Section 5.1 upon expiration
of this Agreement, (i) Ixion shall promptly return to GI all
Confidential Information and Know-How of GI and any copies thereof
which are not jointly owned by Ixion; (ii) GI shall promptly
return to Ixion all Confidential Information and Know-How of Ixion
and any copies thereof which are not jointly owned by GI; and
(iii) except as provided in Section 4.5, neither party shall have
any further rights to use any such Confidential Information or
Know-How or any patent rights relating thereto of the other party
for any purpose whatsoever.
9. Miscellaneous.
9.1 Liability for Damages. Each Party will be liable for any
damages incurred by it that occur in the course of this contract
whether resulting from its own negligence or not. EXCEPT FOR THE
EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, NEITHER PARTY
MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR AGAINST INFRINGEMENT WITH RESPECT TO THE
MATERIALS OR INFORMATION FURNISHED BY A PARTY UNDER THIS
AGREEMENT. Neither party will be liable for any consequential,
incidental or special damages except for a breach of Section 7.
9.2 No Publicity. Upon execution hereof, Ixion may issue a press
release describing this Agreement in a form satisfactory to GI in
the exercise of its reasonable judgment. Otherwise, except as
required by law, neither party will originate any publicity
relating to the other party without prior written approval of the
other party, which approval shall not be unreasonably withheld.
9.3 Successors and Assigns. This Agreement will be binding upon and
inure to the benefit of the parties and their respective heirs,
executors, administrators, legal representatives, successors and
assigns.
9.4 Assignment. Neither this Agreement nor any of its contract
rights or obligations may be assigned by a party without the prior
written consent of the other parties, except to a party who
acquires substantially all of the business of the assigning party.
9.5 Applicable Law. This Agreement will be interpreted in
accordance with the laws of the Commonwealth of Massachusetts.
9.6 Entire Agreement. This Agreement supersedes all prior
agreements, written or oral, between the parties relating to the
same subject matter and cannot be modified, changed or discharged,
in whole or in part, except by an agreement in writing signed by
the parties.
9.7 Notice. Any notice or other communication regarding this
Agreement shall be in writing and delivered to the addressee at
the following address:
If to GI:
Genetics Institute, Inc.
00 XxxxxxxxxXxxx Xxxxx
Xxxxxxxxx, XX 00000 XXX
ATTN: General Counsel
If to Ixion: Ixion Biotechnology, Inc.
00000 Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
ATTN: President
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed in their names by their duly authorized representatives as of the
effective date.
GENETICS INSTITUTE, INC.
By: _________________________________ Date: ___________________
Name: ______________________________
Title: _______________________________
IXION BIOTECHNOLOGY, INC.
By: _________________________________ Date: ___________________
Name: ______________________________
Title: _______________________________
l:\collab\ixionbio.530
Schedule A
This Schedule sets out the details of the Project Work.
-11-